8-K

TARGA RESOURCES CORP.

Dated: July 26, 2019

/s/ Jennifer R. Kneale

Jennifer R. Kneale

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 24, 2019

TARGA RESOURCES CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-34991

20-3701075

(State or other jurisdiction
of incorporation or organization)

(Commission

File Number)

(IRS Employer
Identification No.)

811 Louisiana St, Suite 2100

Houston, TX 77002

(Address of principal executive office and Zip Code)

(713) 584-1000

(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common stock

TRGP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Increase in Size of the Board of Directors; Appointment of Matthew J. Meloy to the Board of Directors

On July 25, 2019, Targa Resources Corp. (the “Company”) announced that the Board of Directors of the Company (the “Board”) increased the size of the Board from ten members to eleven members and appointed Mr. Matthew J. Meloy, age 41, to the Board to fill the newly created position, each effective March 1, 2020. Mr. Meloy will serve as a Class III Director, with a term expiring at the Company’s 2022 annual meeting of stockholders. In addition to his service on the Company’s Board, Mr. Meloy will also serve on the board of directors of Targa Resources GP LLC, the general partner of Targa Resources Partners LP (the “General Partner”), a subsidiary of the Company, effective March 1, 2020.

There are no understandings or arrangements between Mr. Meloy and any other person pursuant to which Mr. Meloy was selected to serve as a director of the Company. There are no relationships between Mr. Meloy and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Resignation of James W. Whalen as Executive Chairman of the Board of Directors; Appointment of Joe Bob Perkins as Executive Chairman of the Board of Directors

On July 25, 2019, the Company also announced that Mr. James W. Whalen, age 77, will resign from his position as Executive Chairman of the Board of the Company, effective March 1, 2020. Mr. Whalen will continue to serve as a member of the Board, which he joined in 2005.

The Company also announced that the Board appointed Mr. Joe Bob Perkins, a current member of the Board, age 59, to the position of Executive Chairman of the Board of the Company, effective March 1, 2020.

Resignation of Joe Bob Perkins as Chief Executive Officer; Appointment of Matthew J. Meloy as Chief Executive Officer

On July 25, 2019, the Company also announced that Mr. Perkins will resign from his position as Chief Executive Officer of the Company, effective March 1, 2020.

The Company also announced that the Board appointed Mr. Meloy to the position of Chief Executive Officer of the Company, effective March 1, 2020. Mr. Meloy will continue to serve as President of the Company until March 1, 2020.

There are no understandings or arrangements between Mr. Meloy and any other person pursuant to which Mr. Meloy was selected to serve as the Chief Executive Officer of the Company. Mr. Meloy has served as President of the Company and the General Partner since March 1, 2018. Mr. Meloy previously served as Executive Vice President and Chief Financial Officer of the Company and the General Partner between May 20, 2015 and February 28, 2018. He also served as Treasurer of the Company and the General Partner until December 2015. He also served as Senior Vice President, Chief Financial Officer and Treasurer of the Company between October 25, 2010 and May 20, 2015 and of the General Partner between December 15, 2010 and May 20, 2015. He also served as Vice President—Finance and Treasurer of the Company between April 2008 and October 2010, and as Director, Corporate Development of the Company between March 2006 and March 2008 and of the General Partner between March 2006 and March 2008. He has served as Vice President—Finance and Treasurer of the General Partner between April 2008 and December 15, 2010. There are no relationships between Mr. Meloy and the Company or any of its subsidiaries that would require disclosure pursuant to Item 404(a) of Regulation S-K, nor are there any relationships between Mr. Meloy and any other person that would require disclosure pursuant to Item 401(d) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.